This Agreement is entered into this 24th day of September, 1997 by and
between COLORADO SEMINARY (hereinafter, the "University") and NYX NET. 


RECITALS: The University acknowledges that the computer network known
as "Nyx" has operated on the University campus since 1988.  Nyx began
offering computer services to the public in 1988 and Nyx began Internet
service in September 1990.  The University has decided to discontinue
providing these services and thus the purpose of this document is to
transfer the network know as Nyx to "Nyx Net", a non-profit, tax-exempt
organization incorporated under the laws of the State of Colorado. 

NOW THEREFORE:  In consideration of the premises and the mutual promises
and covenants contained herein, the parties agree as follows:

I. Transfer of Assets

In consideration of the releases and idemnifications below the University
of hereby gives, assigns, and transfers to Nyx Net all the assets
associated with the network know as Nyx, including: 

	A) The equipment donated to the University for Nyx by Nyx users
or purchased with money donated by Nyx users as listed on the inventory
attached hereto as Attachment A and incorporated herein; and

	B) All rights under state and federal law, including trademark,
and copyright law, that the University, or any of its subdivisions, may
have to the use of the name "Nyx" in conjunction with computer or
Internet services, along with the "good will" associated with that name
and the "goodwill" associated with the service provided to date under
that name.

Nyx Net shall remove from the University premises at Nyx Net's sole
expense within seven (7) days following execution of this Agreement, all
equipment listed on Attachment A.

II. Operating Account

A. The University acknowledges that it has maintained an operating
account for Nyx funded by donations to the University by Nyx users.  As
of the date of this agreement, said operating account contains $11,306.32. 
The University will transfer all but $3,500.00 of this amount to Nyx Net
at the time of delivery to Nyx Net of the equipment listed on Attachment
A.  On or before December 15, 1997, the Univeristy will transfer the
balance of the account, less any expenses incurred by the University in
connection with its operation of the Nyx system prior to the time of
delivery to Nyx Net of the equipment listed on Attachment A.  The
University shall provide to Nyx Net a statement identifying any expenses
for which it has made a deduction from the operating account following
the date of this agreement.  The University shal also be entitled to
offset against such withheld amount any amount due the University under
the provisions of Article III hereof.

B. Nyx Net warrants and represents to the University that it is organized
and operated as a Colorado non-profit organization and that all donations
to Nyx Net are tax deductible under applicable provisions of the United
States Internal Revenue Code.  Nyx Net agrees that all sums in the
operating account referred to herein that is transferred by the University
to Nyx Net will be used for charitable or educational purposes.

III. Release & Indemnification

Nyx Net, through its undersigned directors and officers, hereby:

A. Acknowledges and agrees that all assets transferred pursuant to this
agreement, and in particular the equipment listed on the attached
inventory, are being transferred in their "as is" condition and that the
University makes no warranties or represen tations, expressed or implied,
regarding the condition of the assets;

B. Assumes all risk regarding the condition of all assets transferred
pursuant to this agreement;

C. Releases the University from all liability in connection with any
claims arising out of Nyx Net's use or operation of the network called
Nyx and the equipment listed on Attachment A following the date
of this agreement.
D. Agrees to indemnify, defend and hold harmless the University, its
trustees, officers, employees and agents against and from all liability,
suits, actions, claims, damages, demands, losses, expenses and/or costs of
every kind (including, without limitation, reasonable attorneys fees) to
which any of them may be subject or put by reason of injury to persons or
damage to or loss of property or any other damage of any kind, arising
from or connected in any way with the assets transferred pursuant to this
Agreement and arising following the date of this Agreement;

E. Agrees to assume all liability for any claims by third party users of
the computer network known as Nyx to any portion of the operating account
transferred to Nyx Net pursuant to Article II of this Agreement.

Executed this 24th day of September, 1997.

Craig Woody				Trygve Lode, President and		
Vice Chancellor 			Director, Nyx Net
Business and Financial Affairs		
					Mike Beaty, Secretary and
					Director, Nyx Net

					Darlene Cypser, Treasurer and
					Director, Nyx Net


                  item    			 serial number
Quantity    description             		 or identifier
1      Hitachi CD-ROM drive model CDR 1750S   G3J019339
1      IBM RT PC Model 135                    26-0012143
1      IBM 6154 monitor                        0002533
1      IBM keyboard for above                  E57888
1      Sun SparcStation 1+                     914F0116
1      Monitor for above, model GDM-1605A15    0046095
1      cable for above
1      Hard Drive case and cable               N952001315
1      Sun SparcStation 2                      DU#24218
1      19" Hitachi monitor model HM4119        846AR0008
1      Sun RGB cable for above
2 ea.  Keyboard, mouse, and optical pad for 
         SparcStation 1+ and 2 above
1      SparcServer 10                          	600-3141-01/DU#2252
1      SparcStation 2                           DU#20852
2      Mini-Tower style cases w/ hard drives and cables
1      Desktop-style case with nonworking hard drives
2      Televideo 925 terminal                   720560010
1      Exabyte EXB-120 CHS backup tape jukebox with
       associated parts (most still boxed) and one
       box of 8mm backup tapes
2      Xylogics Micro Annex XL                       	00802D007939
1 or 2   console cable for Annex above
1      Intellicom Quick-Net 6000 High-Performance Local Bridge
15      AT&T Dataport 14.4/Fax modems
1      AT&T Dataport 28.8 Data/Fax modems
8      Cardinal 28.8 V.34/V.FC modems
1      Telebit T2500 modem
1      USRobotics HST/Dual Standard modem
1      Practical Peripherals 9600SA modem
1      Practical Peripherals PM2400SA modem
1      Rixon T212A modem
1      Codex 2280 modem
many    phone and data cables for above modems